Responsibilities of Nominee. (1) You agree (i) to be named as a Nominee in any and all proxy materials prepared by Mill Road or, to the extent required by applicable law, NGS, (ii) to provide true and complete information concerning your background, experience, abilities and integrity as may be requested from time to time by Mill Road (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in a proxy statement prepared by Mill Road in connection with the Board Process or by the articles of incorporation or bylaws of NGS) and not to omit any information that may be material to an understanding of your background, experience, abilities and integrity, (iii) that your agreement to be a Nominee, and the information referred to in the foregoing clause (ii), may be publicly disclosed by Mill Road, in its proxy materials or otherwise, and (iv) if elected, to serve as a director of NGS, and in that capacity to act in the best interests of the NGS shareholders and to exercise your independent judgment in accordance with your fiduciary duties in all matters that come before the NGS Board of Directors. You represent that the information supplied to Mill Road in your completed questionnaire, in follow-up questions from Mill Road and any related supplement provided by you (together, the “Questionnaire”) relating to your being a Nominee is true and complete and does not omit any information that may be material to an understanding of your background, experience, abilities and integrity. In addition, you agree that, concurrently with your execution of this letter agreement, you will execute a consent in the form attached hereto as Exhibit A informing NGS that (i) you consent to being a Nominee, (ii) if elected, you consent to serving as a director of NGS, (iii) if elected, you intend to serve as a director for the full term for which you are standing election and (iv) makes certain representations required by the bylaws of NGS. You agree that you will promptly provide Mill Road with (i) any updates to the information you have previously supplied to Mill Road in order to satisfy your obligation under clause (ii) of the first sentence of this Section A(1) and your representations in the Questionnaire and (ii) such additional information as NGS may reasonably require in connection with your nomination for election to the NGS Board of Directors.
Responsibilities of Nominee. (a) Nominee agrees (i) to be named as a nominee to the Board in any and all proxy materials prepared by TAC Capital, (ii) to provide true and complete information concerning Nominee and his or her background, experience, abilities and integrity as may be requested from time to time by TAC Capital (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in TAC Capital’s proxy materials, or by the articles of incorporation or bylaws of Sterling) and not to omit information that may be material to an understanding of Nominee’s background, experience, abilities and integrity, (iii) that the information referred to in subclause (ii) may be disclosed by TAC Capital to the SEC or other persons, in its proxy materials or otherwise in connection with the solicitation of proxies for the election of Nominee to the Board (the “Proxy Solicitation”), (iv) to cooperate and assist in any threatened or filed claim, action, suit or proceeding related to the Proxy Solicitation, in each case, subject to any legal duties by which he or she is bound, and (v) if elected, to serve as a director of Sterling.
Responsibilities of Nominee. (a) Nominee agrees (i) to be named as a nominee to the Memsic Board in any and all proxy materials prepared by the Company, (ii) to provide true and complete information concerning Nominee and his background, experience, abilities and integrity as may be requested from time to time by the Company (including, without limitation, all information required by the Securities and Exchange Commission (the “SEC”) to be disclosed to the SEC or in the Company’s proxy materials, or by the certificate of incorporation or bylaws of Memsic) and not to omit information that may be material to an understanding of Nominee’s background, experience, abilities and integrity, (iii) that the information referred to in (ii) may be disclosed by the Company to the SEC, in its proxy materials or otherwise, (iv) to cooperate and assist in any threatened or filed claim, action, suit or proceeding related to the Proxy Solicitation, subject to any legal duties by which he is bound, and (v) if elected and qualified, to serve as a director of Memsic.
Responsibilities of Nominee. (a) You agree:
Responsibilities of Nominee. (a) By signing this letter agreement and the attached consent, you agree, among other things:
Responsibilities of Nominee
